Good day, and thank you for standing by. Welcome to the Southwest Gas Holdings to acquire Questar Pipelines from Dominion Energy conference call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. To ask a question during the session, you will need to press star one on your telephone. Please be advised that today's conference is being recorded. If you require any further assistance, please press star zero. I would now like to hand the conference over to your speaker today, Mr. Ken Kenny, Vice President of Finance and Treasurer. Please go ahead. Thank you, Jen, and thank you, everyone, for joining us this early evening. Southwest Gas Holdings has entered into a definitive agreement to acquire Dominion Energy and Questar Pipelines, its subsidiaries, and certain associated affiliates, including Overthrust Pipeline, White River Hub, and Questar Field Services from Dominion Energy, for $1.545 billion in cash. Management on this call will discuss the details of the transaction. The call is being broadcast live over the internet. For those of you who would like to access the webcast, please visit our website at www.swgasholdings.com and click on the call link. We have slides on the internet which accompany our discussion. Our lawyers have asked me to remind you that some of the information that will be discussed contains forward-looking statements. These statements are based on management's assumptions, which may or may not come true, and you should refer to the language on slide two of our discussion materials for a discussion of the factors that may cause actual results to differ from our forward-looking statements. All forward-looking statements are made as of today, and we assume no obligation to update any such statement. As noted on slide three, today's management participants include Mr. John Hester, President and Chief Executive Officer, Southwest Gas Holdings; Ms. Karen Haller, Executive Vice President, Chief Legal and Administration Officer, Southwest Gas Holdings; Mr. Greg Peterson, Senior Vice President, Chief Financial Officer, Southwest Gas Holdings; and Mr. Boyd Nelson, Vice President, Strategy and Corporate Development, Southwest Gas Holdings. Management will provide an overview of the transaction and include the strategic rationale for acquiring Questar Pipelines. Like our prepared remarks, we are happy to take questions. With that said, I'd like to turn the time over to John Hester. John? Thanks, Ken. Before we go through our prepared materials, just briefly, I want to acknowledge, as you may have seen in media reports this morning, some of it related to our announced Questar Pipelines acquisition. We did receive a letter yesterday afternoon from an activist shareholder expressing opposition to this acquisition, in addition to other issues regarding Southwest Gas Holdings. The shareholder letter was dispatched in advance of having the benefit of the information we're sharing with you today, which we believe convincingly demonstrates the strong value proposition Questar Pipelines provides Southwest Gas Holdings shareholders. We regularly get feedback from our shareholders and are interested and open-minded to their ideas. The shareholder letter was received only about 24 hours ago, so we're still reviewing it, and in conjunction with our board of directors, we'll be formulating a thoughtful response. That said, the shareholders' interests and concerns will have no impact on our company proceeding with the Questar Pipelines acquisition, and we'll look forward to sharing more information on our response with you in the days and weeks ahead. As such, the focus of today's scheduled call will be exclusively on Southwest Gas Holdings' acquisition of Questar Pipelines. If you would turn to slide four, we have an agenda for today's call. I'll start with an overview on the transaction and the significant benefits it brings to Southwest Gas shareholders. Next, Boyd will provide an overview of the Questar Pipelines business. I will speak to the strategic rationale and how Questar Pipelines supports our energy transition thesis. Greg will outline our financing plan. Karen will cover our transition plan, and I'll wrap up with a summary on the compelling investment thesis this acquisition provides for our shareholders. Moving to slide five, we're very excited about this transaction and the value proposition it presents our shareholders. We're acquiring this asset at a very attractive value equal to approximately 9.8 times EBITDA after adjusting for $200 million of value relating to a tax step-up. While our price is a bit higher than the price from the previously proposed transaction, please keep in mind that pipeline company stocks have generally traded up significantly since July 2020, and we're very happy with the value proposition Questar Pipelines presents. Questar Pipelines is a highly attractive addition to Southwest's natural gas infrastructure platform with strong and consistent rate-regulated cash flow that will help fund investment growth and drive significant shareholder value. The acquisition will also enhance our business mix and diversify our cash flow sources, and it demonstrates our commitment to growing our regulated business. We expect the acquisition to be accretive in the first full year after close, and we're confident that we will maintain a healthy balance sheet under our planned permanent transaction financing mix. Moving to slide six, Questar Pipelines is a highly complementary asset to our current business. It is a difficult-to-replicate asset that generates a consistent and strong cash flow from highly contracted, rate-regulated revenues and long-term customers. We share similar values and cultures of safety, reliability, compliance, and operational excellence. Questar Pipelines brings significant value to our organization as it increases our regulated business mix, promotes diversification, and delivers cash flow and financial stability. Importantly, Questar Pipelines reinforces our energy transition thesis that natural gas infrastructure will continue to play a crucial role in reducing greenhouse gas emissions through coal replacement, renewable power support, and transportation of clean fuels, including renewable natural gas, responsibly sourced natural gas, and hydrogen. I'll now turn the call to Boyd, who will overview the acquisition's asset base. Boyd? Thanks, John. On slide seven, we provide a high-level overview of the Questar Pipelines business as an essential Rocky Mountain energy hub with interconnections to multiple interstate pipelines, integrated high-value storage assets, and access to multiple regional supply bases. These regulated pipeline assets are highly flexible in their ability to move gas efficiently and bidirectionally all throughout the region to serve a long-term demand pool customer base. The business consists of three primary assets: the Questar Pipeline, Overthrust Pipeline, and White River Hub. Also, the 54 BCF Clay Basin storage asset is centrally located within the Questar Pipeline system. This unique, highly valuable storage asset provides essential storage services for customers in the region and has been 100% contracted at the maximum tariff rate since it came online some 40 years ago. All the assets are highly contracted. Overall, 91% of 2021 expected revenue is sourced through firm take-or-pay contracts. Of course, the Questar Pipelines business is underpinned by FERC rate-based and regulated ROEs, an area where we have real experience given our current ownership of Great Basin Gas Transmission Company, formerly known as Paiute Pipeline. Turning to slide eight, we talk about customers. Since customer quality is a key value driver for any business, it was an important focus of our evaluation. Questar Pipelines has long-standing relationships with a very high-quality demand pool customer base. The top 15 customers make up approximately 80% of total revenue, and on average, they have been customers for nearly 50 years, demonstrating the ability to recontract with customers over time. We show a breakout of the different customer groups. The business has a good, diversified mix of customers, from LDCs to power industrials, from other pipelines to marketers and E&P shippers. 77% of overall system revenue is coming from investment-grade customers. On slide nine, the largest anchor customer is the local LDC, Questar Gas, who represents nearly a third of Questar Pipelines' revenue. The Questar Pipeline was originally constructed specifically to serve the Questar Gas Company's needs, and this relationship has lasted for more than 80 years. As an aside, very few gas utilities in the United States are adding customers at a faster rate than Southwest Gas Corporation. Questar Gas is one of them. This tremendous growth happening at such a high-quality anchor customer reinforces the underlying demand for gas transportation and storage infrastructure in the region. Somebody needs to own this valuable business, and we think it should be us. Back to you, John. Thanks, Boyd. Turning to slide ten, our energy transition thesis is simple. In a world of significant market challenges, natural gas infrastructure does a better job than any other alternative of meeting customer needs and reducing carbon emissions. Customers demand reliability, energy security, and affordability. At the same time, we all recognize we need to decarbonize the economy. The track record of natural gas is stellar. Massive carbon savings from decades of coal replacement, ongoing support for intermittent renewables, pathways for renewable natural gas and responsibly sourced natural gas, and the promise of pathways for hydrogen and carbon dioxide. Low-carbon direct fuel is required for the deep decarbonization of certain industrial sectors. Questar Pipelines reinforces our realistic and proven approach to the energy transition. Moving to slide 11, Questar Pipelines makes our company stronger by enhancing our regulated business profile. Our current regulated utility business has many attractive business attributes. The Questar Pipelines brings additional attributes that we find highly attractive: additional FERC-regulated earnings, contracted cash flow, strong free cash flow, world-class contracted storage assets, and additional transportation and storage-oriented customers. Questar Pipelines also favorably rebalances our business mix with complementary regulated assets, resulting in an increased regulated EBITDA mix of 70% and a regulated EPS mix of 76%. Since CapEx needs at Questar Pipelines are modest, the large EBITDA contribution from Questar Pipelines translates to strong free cash flow, which benefits our entire organization. I'll turn it over to Greg, who will discuss our financing plan. Great. Thanks, John. Starting on slide 12, before I get into the details, let me start with a brief background of our capital structure policy. We target a long-term capital structure designed to preserve financial flexibility so that we can pursue the strategic objectives of growing our business segments to create value. We also want to be able to access the capital markets under both normal and turbulent conditions. The target profile at SWX consists of approximately 50% equity and 50% debt, with a slightly higher target equity structure at our LDC, Southwest Gas Corporation. For this transaction, we have arranged a fully committed financing of $1.6 billion, led by JP Morgan and Bank of America, via a 364-day term loan. This interim funding backstop will provide us the flexibility to strategically time the takeout financing. Our permanent financing for the acquisition consists of $900 million-$1 billion of common equity and equity-linked instruments, including the potential use of forwards and mandatory convertible preferreds. The remaining financing needs will utilize investment-grade bonds. As part of the acquisition, we will also assume $430 million of long-term debt at Questar Pipelines, with maturity dates ranging from 2028 to 2041. Our permanent financing structure will be refined as we move forward with the objective to optimize the sequencing and timing of the individual components. We will be working within the constraints of various blackout periods associated with quarterly and year-end financial filings. In consultation with our financing partners and subject to various market conditions, we could start issuing components of our permanent financing as early as November 2021, with the complete permanent financing expected to be in place by May 2022. We are utilizing a strong level of equity to permanently finance this acquisition and to maintain a healthy SWX balance sheet. I should note that our expectation of EPS accretion in 2022, the first full year after close, does not include any synergies but does consider the range of equity levels I previously mentioned. We are not only excited about the EPS accretion that this acquisition provides, but the strength it will provide to our balance sheet and cash flows in the future. With that, I'll now turn the call over to Karen Haller to discuss our transition plan. Thanks, Greg. Throughout our evaluation of Questar Pipelines, we have been focused on planning for a smooth transition. To that end, Dominion has agreed to enter into a transition services agreement prior to transaction close, which will ensure continuous operations while we establish systems and people. The structure of Questar Pipelines will be to operate as a standalone entity under Southwest Gas Holdings. As part of that structure, we will be rounding out local leadership and staffing needs. Following the close of the transaction, we will phase out use of the Questar name, which provides us a new branding opportunity. We certainly have lots of work to do, but we're planning ahead to ensure our transition is successful. With that, I will transition back to John. Thanks, Karen. Turning to slide 14, as you have heard, we're really excited by this acquisition because it makes our company stronger. The transaction reinforces our commitment to creating shareholder value through EPS growth from complementary businesses, dividend support, a healthy balance sheet, and a proven approach to the energy transition. Questar Pipelines is a solid business and a great fit with our company. It increases our regulated business mix, provides regulatory diversification, earnings accretion, and positions us for the adjacent energy transition opportunities. Our near-term focus areas will be to close the transaction, plan for the transition, and deliver results. I'll now return the call to Ken. Thanks, John. This concludes our overview of the Questar Pipeline acquisition. Our operators will now explain the process for asking questions. As a reminder, to ask a question, you will need to press star one on your telephone. To withdraw your question, press the pound key. Please stand by while we compile the Q&A roster. Again, to ask a question, you will need to press star one on your telephone keypad. Thank you. Your first question comes from the line of Richard [audio distortion] Richard, this is Greg. Yeah, we haven't provided and don't at this time want to provide the level of EPS accretion. We think that's an important part of this, but as John and others have mentioned today, in addition to that EPS accretion, this is really about strengthening our balance sheet and our overall strength of Southwest Gas Holdings. As we move towards the closing of this transaction, we'll certainly have additional information on the level of EPS accretion, but there's still quite a few moving parts before we get to that point. Understood. Maybe just to follow up briefly there, you talked about accretion in the first full year, but then some lag on the kind of full permanent financing. Do you see the trend into year two as similar levels to year one or any kind of puts and takes in consideration of having the financing in place later in the year? Yeah, we expect that the EPS accretion will still be strong in the second and forward years after that. We thought it was important to indicate to the market that in year one after the acquisition, it would be EPS accretive because there are some things that are sometimes nominally amortized in that early period. EPS accretion is expected from this transaction, not only in 2022, but forward. Understood. And then just from a second question here, could you speak a little bit to the equity financing and the shareholder approvals or any other approvals needed there? And maybe alongside that, just the overall path to close with timing for regulatory approvals. Yeah, I'll certainly address the first item. Given the levels that we're talking about, we should not need any shareholder approval to issue this equity. Again, we'll be using various instruments, and those will really be subject to the market conditions that exist. That is why we wanted to have that 364-day term loan so that we could have the flexibility to time and sequence those equity issuances. Understood. Sorry, just on the path to close, just the regulatory approvals, could you outline what those are and the expected timing of each? This is Karen Haller. I'd be happy to answer that. We do not have any state regulatory approvals required. We will be seeking Hart-Scott-Rodino approval. Understood. Thank you for the time. Thank you, Richard. Next question comes from the line of Julien Dumoulin-Smith of Bank of America This is actually Cody Clark on for Julian. Good evening. Hi, Cody. Hey, Cody. Building off the prior earnings question, I'm just wondering, do you expect earnings and cash flows to kind of stay the same, increase or decrease over the next five years in light of the five-year weighted average contract length? Are there material above-market contracts expiring? And then kind of within that, how should we think about the amount of synergies within this profile? I will certainly start, Cody, and just indicate that the information in the lower right-hand corner is slide 11 that talks about the strong cash flows and bar chart and shows that consistency. We expect that consistency to continue. It's great, as Boyd mentioned, to have a strong stable of customers who have been around and recontracting for numbers of years. We expect that to continue into the future, and that will provide solid and stable cash flows with relatively minimal CapEx over that same period of time. Okay, got it. Have you had any conversations with the rating agencies on the transaction? The structure of the financing is heavily weighted towards equity, but it shifts your earnings mix to even less utility and presumably raises your business risk profile from their standpoint. How are they viewing this, especially given kind of how they're viewing the business profile post-Riggs-Distler acquisition? Yeah, I'll certainly start by saying that we have had communication with the three rating agencies. That is certainly a prudent move on our part. We want to alert them to the transaction and get some feedback and provide them some of the information that we've provided to you and the investment community today. I won't speak on behalf of the rating agencies. I think that would be best done by them. It would not surprise me that reports will be coming out with their viewpoints on this. They have their various credit metrics and other considerations that they have, but we think we provided a good solid support for why this acquisition of a regulated, FERC-regulated asset will be beneficial to the overall SWX mix. Okay, got it. Last one for me, if I can just sneak it in, that I'm wondering if there's any opportunity for growth in the system, just kind of given the backdrop that we've seen in the natural gas market, or are you kind of just viewing this as an annuity? Hey, Cody, this is John. I think that we do believe that there are some growth opportunities. There is some additional CapEx that we'll be investing into the business. It really is a very well-maintained system, so there aren't really a huge amount of dollars that will be associated with that, pipeline integrity, etc. As we indicated earlier in the presentation, that Salt Lake Valley is just growing like crazy, has a very strong economy, and we think that there definitely are prospects for continuing to grow in the future. Understood. Thanks so much for the time. Thank you. Next question comes from the line of Christopher Ellinghaus of Siebert Williams. How are you? Hey, Chris. Can you discuss sort of your planned use of the storage and how maybe the February weather event might have influenced your thinking? Sure, Chris. This is John. I'll let Randy Gabe, who is our VP over gas supply and participated in the due diligence effort, talk a little bit about how that gas storage asset is used on the Questar Pipeline system. Randy? Thank you, John. This is Randy Gabe, Vice President of Gas Resources. With regard to the storage asset, that asset, as Boyd mentioned, has been fully contracted since it went into service many decades ago, and it is anchored by several utility customers. We expect that contracting to continue in the future. With regard to leveraging that facility for Southwest Gas in particular, I do not necessarily think that facility is positioned to help the Southwest Gas utility, but it is an absolutely vital component of the overall pipeline network for the Questar Pipelines. It sits right in the center of the network, has high withdrawal, has high delivery, high storage capacity, and also interconnects with Northwest Pipeline as well, which they use extensively. As you mentioned, Chris, that storage asset up there was really key to that area weathering the price fluctuations that were experienced with the storm Uri. It is a really important part of the system, and the customers appreciate its value. Can I ask the previous question about recontracting in the reverse? Given Uri, do you envision that recontracting has incremental value after the events this year? Chris, that's a possibility. When we did our modeling for moving forward with the asset, we were pretty conservative on what we thought the recontracting rates would be. We really haven't baked any of that in. I think that's a good theoretical point and something that we'll certainly want to continue to explore once we are the owners of the facility. Okay. John, can you give us any more color on how you perceive dividend policy maybe changing with this transaction and the incremental regulated earnings characteristics? Chris, we think it's going to be continuing to be very supportive of our dividend policy. I think that that's one of the benefits of bringing this asset on. Greg, any other commentary? That's one of the great things, Chris, is this provides the support for the dividend we currently have and will provide support for increases in dividend going forward. We're still targeting that 55-65% level of consolidated earnings. I think that this well-positioned us to continue both the payment and the growth of the dividend. Okay. One last question, Greg. Do you envision transmission being a new segment for reporting purposes? That is something that we will certainly look at as to whether we want to bifurcate or even if we're required to bifurcate that. We want to, again, get through the rest of this process to close the transaction and then see what will be most beneficial to us as management in monitoring and managing this process, as well as the information that's needed by the external world to properly invest and assess what goes on here. It is something that we look at. It is certainly of a magnitude. We do have pipeline activities right now, FERC-regulated, but they are small, and we encompass those within the natural gas LDC utility. We will look to bifurcate that if it makes sense for management to review it that way and the outside community. Okay. Thanks for the call, guys. I appreciate it. Thanks, Chris. Next question comes from the line of Ryan Levine of Citi. What's the strategy to leverage the platform, or is there a defined strategy at this point to benefit from hydrogen trends over time? Hey, Ryan. This is John. I think that that is something that we're looking at really across our system. We think that's a possibility in the future for the pipeline system to move that. We also think that those are big opportunities at our existing LDC footprint. As you know, we have a number of partners throughout our service territory that we are putting in place renewable natural gas projects. We also have hydrogen pilot programs on the LDC side that we are looking at implementing at Arizona State University and University of Nevada, Las Vegas. We think that, again, as you look at this so-called energy transition, you look ahead at the interest in having lower carbon emissions, we think that the future will move from conventional natural gas to some of these renewable products and then ultimately to a hydrogen future. We think that this pipeline system is well situated for making that conversion over time. The thesis is that these assets, pipeline assets, are crucial to enabling the energy transition, and the Questar Pipelines will be part of that big picture. Thanks. In your presentation, there wasn't much mention of synergies. Can you speak to the cost and management potential synergies or dissynergies that this transaction may have associated with it? Ryan, we did not really focus on synergies. We think there may be some of those available. As Karen was mentioning earlier, we have a transition services agreement in place with Dominion. Some of the services that were provided to the Questar Pipelines asset were provided by Dominion. When that transition services agreement ends, we will have to, or rather, along that path, we will be adding some employees. We think that as we take over it, as we get more familiar with it, we think that there may be synergies that we will discover, but we have not included any of those in our modeling for our due diligence rationale of acquiring the asset. Okay. I guess given that answer, you had in your prepared comments mentioned that you saw Southwest Gas as the logical owner of these assets. Can you elaborate on what the advantages of your platform are in owning this, given some of the comments you just made? Sure. We think that we like it because we're in the natural gas business, and we believe in the natural gas business. As we mentioned a little bit earlier, we do have a couple of pipelines and storage facilities that we operate. We're very enthusiastic about the west and the Rocky Mountain region. As I mentioned, the Salt Lake area is growing significantly. That's another similarity with Southwest Gas's service territory. This is an asset that is literally right in our own backyard. It's not a property that's located in Texas or halfway across the country. We think it's really well situated for us. We've met with the management team. As I mentioned earlier, we've got a similar culture. We just are really excited about having this asset join the Southwest Gas Holdings family. Last question for me. What type of response to the shareholder letter that you received were you alluding to in the beginning of your prepared comments? As I mentioned, Ryan, we received that letter. We received it yesterday. We barely had 24 hours. We have forwarded it to our board. We've talked a little bit to our board about it. Essentially, what we will be doing is we received the letter, and we will be formulating a response to that letter. That's probably something that may be done by the end of the week, but it's going to be a formal response to the letter that we received addressing the points that were raised in it. Thank you for the time. Okay. Thank you. Next question comes from the line of Sarah Akers of Wells Fargo. Good afternoon. To start, can you just remind us of the starting point on credit ratings and SFO to debt thresholds and then whether this deal helps or hurts your credit metrics? I'll start, Sarah, by just reminding that we are investment-grade rated by all three rating agencies at both SWX and at Southwest Gas Corp. As I mentioned earlier, we've had discussions with the rating agencies, and they have their individual credit metrics that while we endeavor to assess and put our pro forma information that will ultimately be up to them to decide where we are. We think we're in a good place for those metrics, but we will, again, it's probably more prudent for us to wait for the rating agencies themselves to give their overview of what they see versus me telling them what their metrics are supposed to be. What about just from a modeling standpoint? Are you seeing what you have seen from your FFO to debt on a base level versus pro forma? Do you see the deal being positive or negative just to your forecasted FFO to debt? Yeah. As we move forward, again, as we've modeled it, it is progressively better overall to where we stand today, and we think that that's important and an important consideration. As we indicated, when you start at the beginning, there's some costs that come through, and those are taken into account. We also know that by having the backstop of the term facility, that that will also be dependent and may be a consideration that the rating agencies will use in looking at those metrics. We see improving metrics across the board for us. Got it. I appreciate the comments on the accretion from this deal in 2022, but wondering if you have a more detailed update on accretion from the Riggs-Distler deal or when we might expect that. That's a wonderful question. Now, as you can probably tell, we've been a little busy with this acquisition in getting it ready to go. We will be forthcoming, and I'll just say in the next couple of weeks, to provide that information that I said we would with the Riggs-Distler acquisition. We think that that's great, and a lot of it will be what the impacts will be for 2021. We will package this information together for 2022's review, which will likely come out in our year-end earnings conference call in February or early March of 2022. Got it. Last question, are you able to give an approximate cost of the transition service agreement for 2022 and whether that's material to earnings in the first year if that's a drag we should think about? Yeah, as we start out, I think we're going to have to look at that. A lot of it will be dependent on the level that we ultimately need in doing this transaction. Material, again, some costs that used to be allocated to this Questar Pipeline Group from Dominion, as was mentioned earlier, will now be, in essence, compensated with or taken care of by the transition agreement. Okay. Thanks a lot. Appreciate it. Thanks, Sarah. Next question comes from the line of Tim Winter of Gabelli Funds. Good afternoon, guys. I was wondering if you could ponder a little bit the thought of separating the infrastructure services business, perhaps to satisfy some of the equity needs. Is that a possibility or something on the table? Hey, Tim, this is John. Long time no see. We appreciate your long-term ownership in the company. We do not see separating the infrastructure services company as a method of financing this acquisition. That said, I think that the acquisition does provide increased optionality for the infrastructure services company, whether that is from a perspective that we want to continue to grow it, and we have kind of reestablished that much higher regulatory portion of the business mix, or if at some point we see that the shareholder would get more value by having that asset spun off. We do not have any expectations to spin that off at this time. We do not have any need to sell it to finance the transaction, but we will continue to look at what makes the most sense in terms of value for our shareholders. Okay. Thank you. I just have a follow-up, just a clarification and maybe just a little bit of a further explanation. You do not need any regulatory approvals, not from FERC or any of the states or shareholders? This is Karen. That's correct. We do not need FERC state regulatory approvals. The only approval that we'll be seeking is the Hart-Scott-Rodino. There's no shareholder approval either. Okay. Thank you. I am showing there are no further questions at this time. I would now like to turn the conference back to Mr. Ken Kenny. Please go ahead. Thank you, Sam. Thank you all for your time today. This concludes our call, and we appreciate your participation and interest in Southwest Gas Holdings. Everyone have a great evening. Thank you. Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.